Authorization; Board Approval Sample Clauses
Authorization; Board Approval. (a) Each of Parent and Merger Sub has all requisite limited partnership or corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated by this Agreement, including the Debt Financing. The execution, delivery and performance of this Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement, including the Debt Financing, have been duly and validly authorized by all necessary limited partnership or corporate action, and no other proceedings on the part of Parent or Merger Sub are necessary for it to authorize this Agreement or to consummate the transactions contemplated by this Agreement, including the Debt Financing, except for the filing of the appropriate merger documents as required by the DGCL. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, is a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, except as enforcement may be subject to the General Enforceability Exceptions.
(b) The Board of Directors of Merger Sub, acting by unanimous written consent in lieu of special meeting, has duly adopted resolutions (i) approving this Agreement, (ii) declaring this Agreement advisable and (iii) recommending that C&G, as Merger Sub’s sole stockholder, adopt this Agreement. As of the date of this Agreement, such resolutions have not been amended or withdrawn and remain in full force and effect.
(c) Each of the general partners (Komplementärs) and the shareholders’ committee (Gesellschafterausschuss) of Parent have duly adopted resolutions resolving on and consenting to Parent entering into this Agreement (including the Debt Financing) and approving the payment of the Merger Consideration upon the consummation of the Merger in accordance with this Agreement. As of the date of this Agreement, such resolutions have not been amended or withdrawn and remain in full force and effect. Except for the adoption of the foregoing resolutions, no vote or action of the partners or holders of any Securities of Parent (equity or otherwise) is required by applicable Law or the Constituent Documents of Parent in order for Parent to consummate the transactions contemplated by this Agreement and the Debt Financin...
Authorization; Board Approval. (a) GFI has all requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance of this Agreement and the consummation of the Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of GFI are necessary for it to authorize this Agreement or to consummate the Transactions. This Agreement has been duly and validly executed and delivered by GFI and, assuming due authorization, execution and delivery by the other Parties, is a legal, valid and binding obligation of GFI, enforceable against GFI in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
(b) The Board of Directors (upon the recommendation of the Special Committee) of GFI, at a meeting duly called and held, duly adopted resolutions (i) determining that the terms of this Agreement and the Transactions are advisable, fair to and in the best interests of GFI and its stockholders, (ii) approving this Agreement and the Transactions and (iii) recommending that GFI’s stockholders accept the Offer and tender their Shares pursuant to the Offer.
Authorization; Board Approval. Each of Parent and Purchaser has all requisite corporate or limited liability company, as applicable, power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance of this Agreement and the consummation of the Transactions have been duly and validly authorized by all necessary corporate or limited partnership, as applicable, actions and, no other corporate or limited partnership, as applicable, proceedings on the part of either Parent or Purchaser are necessary for Parent and Purchaser to authorize this Agreement or to consummate the Transactions. This Agreement has been duly and validly executed and delivered by each of Parent and Purchaser and, assuming due authorization, execution and delivery by GFI, is a legal, valid and binding obligation of each of Parent and Purchaser, enforceable against each of Parent and Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
Authorization; Board Approval. Seller has all requisite limited liability company power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance of this Agreement and the consummation of the Transactions have been duly and validly authorized by all necessary limited liability company actions and no other limited liability company proceedings on the part of Seller are necessary for Seller to authorize this Agreement or to consummate the Transactions. This Agreement has been duly and validly executed and delivered by Seller and, assuming due authorization, execution and delivery by the other Parties, is a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors' rights and to general equity principles.
Authorization; Board Approval. Each of BGCP and Purchaser has all requisite corporate or limited liability company, as applicable, power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution, delivery and performance of this Agreement and the consummation of the Transactions have been duly and validly authorized by all necessary corporate or limited partnership, as applicable, actions and, no other corporate or limited partnership, as applicable, proceedings on the part of either BGCP or Purchaser are necessary for BGCP and Purchaser to authorize this Agreement or to consummate the Transactions. This Agreement has been duly and validly executed and delivered by each of BGCP and Purchaser and, assuming due authorization, execution and delivery by GFI, is a legal, valid and binding obligation of each of BGCP and Purchaser, enforceable against each of BGCP and Purchaser in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
Authorization; Board Approval. Company has full corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby, subject, in the case of the consummation of the Merger, to the approval of this Agreement and the transactions contemplated hereby by the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote at the Company Shareholders Meeting or any adjournment or postponement thereof (the “Company Shareholder Approval”). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Company, and no other corporate proceedings on the part of Company or its shareholders are necessary to authorize this Agreement and to consummate the transactions contemplated hereby, other than the Company Shareholder Approval. This Agreement has been duly executed and delivered by Company and constitutes a valid and legally binding obligation of Company enforceable in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditors’ rights or by general equity principles.
Authorization; Board Approval. (a) Buyer has all requisite corporate power and authority to execute and deliver this Agreement and the Related Agreements to which it is or will be a party and to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Related Agreements to which Buyer is a party by Buyer and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Buyer, and no other corporate or other action other proceeding on the part of Buyer is necessary to authorize or approve this Agreement and the Related Agreements and the transactions contemplated hereby and thereby. This Agreement has been, and each of the Related Agreements upon their execution and delivery will be, duly executed and delivered by Buyer and, assuming the due authorization, execution and delivery by Seller, constitutes a legal, valid and binding obligation of Buyer, enforceable against it in accordance with its terms, except that such enforceability (i) may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws affecting or relating to creditors’ rights generally, and (ii) is subject to general principles of equity.
(b) At a meeting duly called and held on October 7, 2009, the Buyer Board approved this Agreement and the transactions contemplated hereby.
Authorization; Board Approval. ▇▇▇▇▇ has all requisite corporate power and authority to execute, deliver and perform this Agreement and the Ancillary Documents and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Buyer of this Agreement and the Ancillary Documents and the consummation by Buyer of the transactions contemplated hereby and thereby has been validly authorized by all necessary action by the its Board of Directors and no other corporate action by Buyer or its stockholders is necessary to authorize this Agreement or any Ancillary Document or to consummate the transactions contemplated hereby or thereby. ▇▇▇▇▇ has validly executed and delivered this Agreement, and each Ancillary Document to which it is a party. This Agreement and each of the Ancillary Documents to which Buyer is a party constitute the legal, valid and binding obligations of Buyer enforceable against Buyer in accordance with its respective terms.
Authorization; Board Approval. 44 Section 5.4 Consents and Approvals; No Violations. 44 Section 5.5 Sufficient Funds 45 Section 5.6 Ownership of Common Stock 45